Form: 4

Statement of changes in beneficial ownership of securities

June 19, 2019

SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
MTech Sponsor LLC
(Last) (First) (Middle)
10124 FOXHURST COURT
(Street)
ORLANDO FL 32836
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Akerna Corp. [ KERN* ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/17/2019
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 06/17/2019 A 1,681,250(1) A (1) 1,681,250 D(4)(5)
Common Stock 06/17/2019 J(2) 100,120 D (2) 1,581,130 D(4)(5)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants $11.5 06/17/2019(3) A 243,750 07/17/2019 06/17/2024 Common Stock 243,750 $11.5 243,750 D(4)(5)
1. Name and Address of Reporting Person*
MTech Sponsor LLC
(Last) (First) (Middle)
10124 FOXHURST COURT
(Street)
ORLANDO FL 32836
(City) (State) (Zip)
1. Name and Address of Reporting Person*
SS FL LLC
(Last) (First) (Middle)
10124 FOXHURST COURT
(Street)
ORLANDO FL 32836
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Game Boy Partners LLC
(Last) (First) (Middle)
660 MADISON AVE
(Street)
NEW YORK NY 10065
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Sozio Scott
(Last) (First) (Middle)
10124 FOXHURST COURT
(Street)
ORLANDO FL 32836
(City) (State) (Zip)
1. Name and Address of Reporting Person*
VAN DYKE STEVEN A
(Last) (First) (Middle)
10124 FOXHURST COURT
(Street)
ORLANDO FL 32836
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Effron Drew
(Last) (First) (Middle)
660 MADISON AVE
(Street)
NEW YORK NY 10065
(City) (State) (Zip)
Explanation of Responses:
1. Received in exchange for an aggregate of 1,681,250 shares of MTech common stock in connection with the transactions contemplated by that certain Agreement and Plan of Merger (the "Merger Agreement"), by and among MTech Acquisition Corp. ("MTech"), MTech Acquisition Holdings Inc. (which subsequently filed an Amended and Restated Certificate of Incorporation to change the company's name to Akerna Corp.), MTech Purchaser Merger Sub Inc., MTech Company Merger Sub LLC, MTech Sponsor LLC, MJ Freeway LLC ("MJF") and Jessica Billingsley (as successor to Harold Handelsman), dated as of October 10, 2018, as amended by that certain First Amendment to Agreement and Plan of Merger, dated as of April 17, 2019. These shares remain subject to the terms of that certain unit subscription agreement. The acquisition of these securities by the reporting persons was approved pursuant to Rule 16b-3(d)(1).
2. Represents shares transferred to certain investors in a private financing consummated concurrently with the closing of the Merger Agreement.
3. Received in exchanged for 243,750 warrants of MTech pursuant to the Merger Agreement.
4. SS FL LLC and Game Boy Partners, LLC are the managing members of MTech Sponsor LLC and have voting and investment discretion with respect to the common stock held of record by MTech Sponsor LLC. SS FL LLC and Game Boy Partners, LLC may be deemed to have shared beneficial ownership of the common stock held directly by MTech Sponsor LLC. Mr. Sozio is a Director of Akerna and Mr. Sozio and Mr. Van Dyke are the managing members of SS FL LLC, one of the managing members of the Sponsor.
5. Mr. Drew Effron is the managing member of Game Boy Partners, LLC, the other managing member of the Sponsor, and jointly with Mr. Sozio and Mr. Van Dyke has the voting and dispositive power of the securities held by the Sponsor. Accordingly, Mr. Sozio, Mr. Van Dyke and Mr. Effron may be deemed to have or share beneficial ownership of such shares. Each such person or entity disclaims beneficial ownership over any securities owned by the Sponsor in which they do not have any pecuniary interest.
Remarks:
*On June 17, 2019, Akerna Corp. ("Akerna") became the successor to MTech Acquisition Corp. ("MTech") pursuant to a merger. The merger resulted in Akerna becoming a parent holding company of MTech.
/s/ Scott Sozio, as managing member of SS FL LLC, a managing member of MTech Sponsor LLC 06/19/2019
/s/ Drew Effron, as managing member of Game Boy Partners, LLC, a managing member of MTech Sponsor LLC 06/19/2019
/s/ Scott Sozio, an authorized signatory of MTech Sponsor LLC 06/19/2019
/s/ Scott Sozio 06/19/2019
/s/ Drew Effron 06/19/2019
/s/ Steven Van Dyke 06/19/2019
** Signature of Reporting Person Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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